Edgar Filing: INVESTORS REAL ESTATE TRUST

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SCOTT W DAVID

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2006

3. Issuer Name and Ticker or Trading Symbol
INVESTORS REAL ESTATE TRUST [IRETS]

(Last)

(First)

(Middle)

C/O INVESTORS REAL ESTATE TRUST,Â 12 SOUTH MAIN STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MINOT,Â NDÂ 58701

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned	0	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	1,250,202	$ ⁽²⁾	I	by Tetrad Corporation ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	1,052,167	$ ⁽²⁾	I	by Flagship Building, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	751,823	$ ⁽²⁾	I	by MR Inc. No.2 ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	371,233	$ ⁽²⁾	I	by MR No. 18, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	503,406	$ ⁽²⁾	I	by MR No. 14, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	188,117	$ ⁽²⁾	I	by MR No. 15, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	786,015	$ ⁽²⁾	I	by 13690 Riverport, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	496,275	$ ⁽²⁾	I	by 114 Timberlands, LLC ⁽³⁾
UPREIT Units ⁽¹⁾	Â ⁽¹⁾	Â ⁽²⁾	Common shares of beneficial interest	487,711	$ ⁽²⁾	I	by 108 Farnam, LLC ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCOTT W DAVID C/O INVESTORS REAL ESTATE TRUST 12 SOUTH MAIN STREET MINOT,Â NDÂ 58701	Â X	Â	Â	Â

Signatures

Michelle Saari, Attorney-in-Fact		10/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Limited partnership units in IRET Properties, a North Dakota limited partnership, of which the issuer is the general partner. The UPREIT Units are redeemable on the second anniversary of the date of their acquisition for an equal number of the issuer's common shares, or, at the election of the issuer, cash based on the market value of an equal number of the issuer's common shares. The UPREIT Units were received in exchange for the indirect contribution to IRET Properties of certain real estate properties. The value of the UPREIT Units was $9.50 per unit as of the acquisition date.
(2)	UPREIT Units are convertible to common shares of the issuer on a one-for-one basis. UPREIT Units have no experation date.
(3)	The reporting person holds, directly or indirectly, an ownership interest in this entity. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Â Remarks: ExhibitÂ List ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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